You indicate acceptance of these terms and conditions of service by placing an order with Mr R. Staerck trading as “Bang Anderson Limited”. These terms and conditions will not be varied for individual customers.
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 “supporting materials” means any text, image, source code, document, ISP information or any other item required in the provision of the Services;
1.1.2 “intellectual property rights” means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.3 “BAL” if used means Bang Anderson Limited
1.1.4 “ISP” stands for internet service provider;
1.1.5 “server” means the computer server equipment operated by Bang Anderson Limited in connection with the provision of the Services;
1.1.6 “the Services” means visual design, development of source code, maintenance and any other services or facilities provided by Bang Anderson Limited.
1.1.7 “brief” means clear written instructions and technical specification;
1.1.8 “virus” means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user’s files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as “worms” or “trojan horses”;
1.2 Product specifications and details may be found at www.tinbot.co.uk/.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2.1 The Customer wishes to provide Bang Anderson Limited with a full brief and supporting materials to facilitate the provision of services to an agreed cost and payment terms.
2.2 Bang Anderson Limited provides web services and has agreed to full fill the customers brief upon the following terms and conditions.
3.1 Bang Anderson Limited shall provide to the Customer the Services specified in their order/quotation subject to the following terms and conditions.
3.2 The Customer shall deliver to Bang Anderson Limited a full brief and supporting materials used in the website which is owned by the Customer, or licensed to him by a third party or Bang Anderson Limited (“the Customer Software), in a format specified by Bang Anderson Limited
4 CHARGES AND PAYMENT
4.1 Payment methods include credit cards (including MasterCard and Visa), debit cards (including Switch/Maestro) via Paypal and BACS (Bank Transfers)
4.2 Bang Anderson Limited do not accept cheques, postal orders, cash or any other form of payment other than those outlined in 4.1
4.3 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
4.4 Bang Anderson Limited shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
4.5 Bang Anderson Limited do not provide credit facilities.
4.6 Payment terms as per written prior agreement/quotation or as stated on invoice.
4.7 From time to time Bang Anderson Limited may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses.
4.8 Pro-rata refunds will not be issued for yearly services that are cancelled before then end of the year.
5 SOFTWARE LICENCE AND RIGHTS
5.1 If the Customer requires use of software owned by or licensed to Bang Anderson Limited (“Bang Anderson Limited’s software”) in order to use the Services, Bang Anderson Limited grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Bang Anderson Limited Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Bang Anderson Limited Software.
5.2 In relation to Bang Anderson Limited’s obligations under this Agreement in connection with the provision of the Services, the Customer grants to Bang Anderson Limited a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website (“the Content”). For the avoidance of doubt, this Agreement does not transfer or grant to Bang Anderson Limited any right, title, interest or intellectual property rights in the Customer Software or the Content.
5.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Bang Anderson Limited Software.
5.4 Bang Anderson Limited may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Bang Anderson Limited shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
6 SERVICE LEVELS AND DATA BACKUP
6.1 Bang Anderson Limited shall use its reasonable endeavours to make the Services available to the Customer 100% of the time during office hours but because the Services are provided by means of computer and telecommunications systems, Bang Anderson Limited makes no warranties or representations that the Service will be uninterrupted or error-free and Bang Anderson Limited shall not, in any event, be liable for interruptions of Service and related delays in the provision thereof.
6.2 Bang Anderson Limited carries out data backups for use by Bang Anderson Limited in the event of systems failure. Bang Anderson Limited do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly Bang Anderson Limited accepts no responsibility for data loss or corruption.
7 ALTERATIONS AND UPDATES
All alterations and updates to websites shall be made using the online account management facility, FTP access or SSH access where available. The Customer will need to provide the user name and password for their ISP services in order for Bang Anderson Limited to access their account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately change their password and inform Bang Anderson Limited of the new details.
8.1 The Customer warrants and represents to Bang Anderson Limited that Bang Anderson Limited’s use of the supporting materials or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Bang Anderson Limited as set out in Clause 5.2.
8.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Bang Anderson Limited shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
The Customer agrees to indemnify and hold Bang Anderson Limited and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Bang Anderson Limited arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
10 LIMITATION OF LIABILITY
10.1 Nothing in these terms and conditions shall exclude or limit Bang Anderson Limited’s liability for death or personal injury resulting from Bang Anderson Limited’s negligence or that of its employees, agents or sub-contractors.
10.2 The entire liability of Bang Anderson Limited to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
10.3 In no event shall Bang Anderson Limited be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Bang Anderson Limited had been made aware of the possibility of the Customer incurring such a loss.
11 TERM AND TERMINATION
11.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
11.2 Bang Anderson Limited shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
11.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
11.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
11.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
11.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
11.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
11.5 On termination all data held in the customers account will be deleted.
12.1 Bang Anderson Limited may assign or otherwise transfer this Agreement at any time.
12.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Bang Anderson Limited’s prior written consent.
13 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
16 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
17 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Bang Anderson Limited are not responsible for customer programming issues for scripts other than those written by Bang Anderson Limited. If programming issues have occurred due to additional work carried out by the Customer or another 3rd party, time taken to resolve the issue will be billable.
To protect your privacy we will not distribute your details to third parties, unless required to do so by law.
20 EMAIL NEWSLETTER
Bang Anderson Limited communicates with it’s customers via email and as such you agree to receive by email our newsletter which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products & features and special offers.